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Exhibit (b)(19)
ORIX Real Estate
Capital Markets, LLC
Christine Elmer
1717 MaIn Street, 12th Floor
Dallas, Texas 75201
Phone: (214) 237-2081
Fax: (214) 237-2038
[email protected]
September 27, 2000
First Union Real Estate Investments
Attn: David Schonberger
551 Fifth Avenue, Suite 1416
New York, NY 10176-1499
RE: ORECM Loan Number #20-7000018 ("Loan") as evidenced by Promissory Note
dated as of August 3, 1999, executed by 55 Public LLC, a Delaware limited
liability company ("Borrower") to Morgan Guaranty Trust Company of New
York, a New York banking corporation ("Lender"), in the principal amount of
$21,100,000.00 (the "Note"), secured by an Open-End Mortgage and Security
Agreement of even date therewith (the "Mortgage") covering the property
known as 55 Public Square, an office property, in Cleveland, Ohio (the
"Property").
Dear Mr. Schonberger:
ORECM Real Estate Capital Markets, LLC ("ORECM") as the Servicer for the J.P.
Morgan Commercial Mortgage Finance Corporation Mortgage Pass-Through
Certificates, Series 2000-EL1 ("Trust") approves the proposed transfer of 100%
ownership interest in 55 Public, LLC. Approval is subject to the satisfaction of
the conditions to such transfer and assumption as contained in the Mortgage,
including or in addition to the following requirements and provisions:
1. The proposed transfer is subject to the Special Servicer's approval.
2. All terms and conditions of the Loan would remain the same when this
transfer is consummated. A REMIC tax opinion issued to the Trust by
counsel of its choice that the loan assumption will not cause any
adverse tax ramifications for the REMIC Trust must be obtained as a
condition to the transfer and assumption.
3. Written confirmation must be obtained from both Moody's and Fitch
stating none of the then-current ratings of all outstanding classes of
die Certificates would be qualified, downgraded or withdrawn as a
result thereof.
4. There shall be no event of default under the terms of the Loan
Documents. There shall be no filing by, or against, Borrower or
Assumptor of any petition of bankruptcy, insolvency, reorganization,
appointment of receivership or trustee, or the making of an assignment
for the benefit of creditors by any of the above.
5. An inspection must be completed on the Subject Property.
6. Borrower will pay all closing costs of the Trust and ORECM, a 1.0%
assumption fee, and reasonable legal fees (and Borrower shall
reimburse the legal fees incurred by ORECM and the Trust in reviewing
and drafting the materials while in the course of considering and/or
preparing to close the assumption, if Borrower fails or refuses to
close the transfer of the Property for any reason). The closing costs
will include, but are not necessarily limited to, the preparation of
an assumption agreement, new indemnity
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September 27, 2000
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agreements and/or consents by the existing indemnitors, a title
insurance endorsement, the REMIC Tax Legal Opinion, flood certificate,
and a Transamerica Tax service fee.
7. Prior to closing the Assumptor will provide source and evidence of
adequate funds for closing to ORECM's legal counsel.
8. Borrower will provide at closing, a mortgagee's title policy insuring
the Trust's interest in the Loan Documents, as modified, or an
endorsement to the Trust's current policy of title insurance insuring
that the Trust's interest is a first lien position, subject only to
exceptions acceptable to the Trust.
9. All taxes, insurance premiums, monthly payments, and other outstanding
charges must be current as of any closing of the transfer and
assumption.
10. It is an express condition precedent to the Trust's obligation to
close the assumption that all legal documents pertaining to the
assumption and conveyance including, without limitation, satisfactory
evidence of legal existence of the Assumptor and the due authority and
execution of all documents, shall be in form and substance acceptable
to the Trust/ORECM and its legal counsel. An Opinion of Counsel from
Assumptor/buyer's counsel and a Non-Consolidation Opinion acceptable
to the Trust/ORECM and its legal counsel will be required.
11. Radiant Ventures I, LLC will execute documents as substitute
indemnitor and guarantor.
12. The loan transfer approval request is a result of the letter agreement
entered into as of June 20, 2000, by and between First Union Real
Estate Equity and Mortgage Investments and Radiant Partners LLC. Upon
assumption, title is to be held by the Single Purpose Entity, 55
Public, L.L.C. as approved by ORECM's legal counsel.
Please contact Michael Anderson, Esq. of Anderson, McCoy & Orta should you have
any questions concerning the loan assumption documentation including the
formation of a Single Purpose Entity. He may be reached at 405-236- 0003. Also,
feel free to contact me if I may answer any questions you may
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have.
Sincerely,
/s/ Christine Elmer
Christine Elmer
Asset Manager
ORIX Real Estate Capital Markets, LLC
Copy to: J. Russell Akin, Esq. (Of ORECM)
Michael McCoy, Esq. (ORECM's Outside Counsel)
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